<PAGE>   1
EXHIBIT 10.8

                        SUMMARY OF MATERIAL MODIFICATIONS

To: All Participants under the Thanksgiving Coffee Company, Inc.
Profit Sharing Plan and Trust

This notice, called a "Summary of Material Modification," advises you of the
changes in the information presented in your Summary Plan Description (SPD).
These changes have resulted from an amendment made to the Plan.

Please do the following:

1. Read this notice in its entirety, paying particular attention to the changes
listed below. If you have any questions regarding these changes, please contact
the Plan Administrator.

2. Keep this notice with your Summary Plan description for future reference.

3. Mark the sections in your Summary Plan Description that has changed, so that
when you refer to the sections in the future, you will be reminded of the
changes described in this notice.

The Change

The SPD has changed as follows:

1. Plan Year: The Plan year is the period in which the Plan maintains its
records: The 12 consecutive month period ending December 31. The Plan Year had
been a twelve month period ending March 31, 1995. The Plan Year was changed
resulting in a short Plan year beginning on April 1, 1995 and ending December
31, 1995.

2. Plan Entry Date: For the short Plan Year ended December 31, 1995, the Entry
Date shall be October 1, 1995. For subsequent Plan Years, the entry dates shall
be the first day of the Plan year (January 1) and the first day of the seventh
month of the Plan year.

3. Hours of Service Condition for Allocation: A participant must complete 1,000
hours of service during a Plan year. With respect to the short Plan ending
December 31, 1995, the requirement for 1,000 hours of service shall be
multiplied by the fraction of months in the short Plan year divided by 12.

4. Hours of Service for Vesting Computation Period: The minimum number of hours
of service an employee must complete during a vesting computation period to
receive credit for a year of service is 1,000 hours of service. With respect to
the short Plan


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ending December 31, 1995, the requirement for 1,000 hours of service shall be
measured from January 1, 1995 through December 31, 1995.

5. The Plan will use the calendar year election for purposes of identifying
highly compensated employees.

Summary Plan Description for the Thanksgiving Coffee Company,
Inc. Profit Sharing Plan and Trust

1. GENERAL The legal name, address and federal Employer identification number of
the Employer are:

Thanksgiving Coffee Company, Inc.
P.O. Box 1918
Fort Bragg, CA 95437
94-2823626

The Employer has established a retirement Plan ("Plan") to supplement your
income upon retirement. In addition to retirement benefits, the Plan may provide
benefits in the event of your death or disability or in the event of your
termination of employment prior to normal retirement. If after reading this
summary you have any questions, please ask the Plan Administrator. We emphasize
this summary Plan description is a highlight of the more important provisions of
the Plan. If there is a conflict between a statement in this summary Plan
description and in the Plan, the terms of the Plan control.

2. IDENTIFICATION OF PLAN The Plan is known as Thanksgiving Coffee Company, Inc.
Profit Sharing Plan and Trust.

The Employer has assigned 001 as the Plan identification number. The Plan year
is the period on which the Plan maintains its records: the twelve consecutive
month period ending every March 31.

3. TYPE OF PLAN The Plan is commonly known as a profit sharing Plan. Section 8,
"Employer's Contribution," explains how you share in the Employer's annual
contributions to the trust fund and the extent to which the Employer has an
obligation to make annual contributions to the trust fund.

Under this Plan, there is no fixed dollar amount of retirement benefits. Your
actual retirement benefit will depend on the amount of your account balance at
the time of retirement. Your account balance will reflect the annual
allocations, the period of time you participate in the Plan and the success of
the Plan in investing and reinvesting the assets of the trust fund. Furthermore,
a governmental agency known as the Pension Benefit Guaranty Corporation (PBGC)
insures the benefits payable under Plans which provide for fixed and
determinable retirement


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benefits. The Plan does not provide a fixed and determinable retirement benefit.
Therefore, the PBGC does not include this Plan within its insurance program.

4. PLAN ADMINISTRATOR The Employer is the Plan Administrator. The Employer's
telephone number is 707-964-0118. The Employer has designated Joan Katzeff to
assist the Employer with the duties of Plan Administrator. You may contact Joan
Katzeff at the Employer's address. The Plan Administrator is responsible for
providing you and other participants information regarding your rights and
benefits under the Plan. The Plan Administrator also has the primary authority
for filing the various reports, forms and returns with the Department of Labor
and the Internal Revenue Service. The name of the person designated as agent for
service of legal process and the address where a processor may serve legal
process upon the Plan are:

Joan Katzeff and Paul Katzeff
Thanksgiving Coffee Company, Inc.
P.O. Box 1918
Fort Bragg, CA 95437

A legal processor may also serve the Trustee of the Plan or the Plan
Administrator.

The Plan permits the Employer to appoint an Advisory Committee to assist in the
administration of the Plan. The Advisory Committee has the responsibility for
making all discretionary determinations under the Plan and for giving
distribution directions to the trustee. If the Employer does not appoint an
Advisory Committee, the Plan Administrator assumes these responsibilities. The
members of the Advisory Committee may change from time to time. You may obtain
the names of the current members of the Advisory Committee from the Plan
Administrator.

5. TRUSTEE/TRUST FUND The Employer has appointed Joan Katzeff and Paul Katzeff
to hold the office of trustee. The trustee will hold all amounts the Employer
contributes to it in a trust fund. Upon the direction of the Advisory Committee,
the trustee will make all distribution and benefit payments from the trust fund
to participants and beneficiaries. The trustee will maintain trust fund records
on a Plan year basis.

6. HOURS OF SERVICE The Plan and this summary Plan description include
references to hours of service. To become eligible to participate in the Plan,
to advance on the vesting schedule or to share in the allocation of Employer
contributions for a Plan year, the Plan requires you to complete a minimum
number of hours of service during a specified period. The sections covering
eligibility to participate, vesting and Employer contributions explain this
aspect of the Plan in the context of those topics.


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<PAGE>   4
However, hours of service has the same meaning for all purposes of the Plan.

The Department of Labor, in its regulations, has prescribed various methods
under which the Employer may credit hours of service. The Employer has selected
the "actual" method for crediting hours of service. Under the actual method, you
will receive credit for each hour for which the Employer pays you, directly or
indirectly, or for which you are entitled to payment, for the performance of
your employment duties. You also will receive credit for certain hours during
which you do not work if the Employer pays you for those hours, such as paid
vacation.

If an employee's absence from employment is due to maternity or paternity leave,
the employee will receive credit for unpaid hours of service related this leave,
not to exceed 501 hours. The Advisory Committee will credit these hours of
service to the first period during which the employee otherwise would incur a 1-
year break in service as a result of the unpaid absence.

7. ELIGIBILITY TO PARTICIPATE To become a participant, an employee must complete
one year of service. You do not have to complete any form for entry into the
Plan. You will become a participant on the April 1 immediately preceding your
completion of the service requirement.

The Plan defines "year of service" as a 12-month period in which you work 1,000
hours of service for the Employer. The first eligibility service period starts
on your first day of employment with the Employer. For example, if you begin
work on February 15 and work 1,000 hours from that February 15 through the
following February 14, you would enter the Plan on the April 1 immediately
preceding the completion of the one year of service. After the first 12-month
eligibility service period, the Plan will measure your eligibility service
period on a Plan year basis. In the prior example, on a Plan year basis, the
second 12-month period would begin with the first Plan year starting after your
February 15 employment date and other 12-month periods would be the following
Plan years. The Plan will need to measure more that one 12-month period, for
example, if you do not complete a year of service in the first 12-month period.

If you terminate employment after becoming a participant in the Plan and later
return to employment, you will re-enter the Plan on your re-employment date.
Also, if you terminate employment after satisfying the Plan's eligibility
conditions but before actually becoming a participant in the Plan, you will
become a participant in the Plan on the later of your scheduled entry date or
your reemployment date.

The following employees are not eligible to participate in the Plan:


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<PAGE>   5
employees working in a classification of employees covered by a collective
bargaining agreement.

A nonresident alien who does not receive any earned income from the Employer
which constitutes United States source income.

employees of a member of the Employer's related group who does not participate
in this Plan.

If by reason of this exclusion, you should become ineligible to participate in
the Plan, you may not receive an allocation of the Employer's contribution
during the period of your exclusion, but during this period your account balance
will continue to share in trust fund earnings or losses.

8. EMPLOYER'S CONTRIBUTIONS Each Plan year, the Employer will contribute to the
Plan the amount determined by the Employer at its discretion. The Employer may
choose not to contribute to the Plan for a particular Plan year.

For each Plan year the Employer contributes to the Plan, the Advisory Committee
will allocate this contribution to the separate accounts maintained for
participants. The Advisory Committee will base your allocation upon your
proportionate share of the total compensation paid during that Plan year to all
participants in the Plan. For example, if your compensation for that Plan year
is 10% of the total compensation for all participants for that particular Plan
year, the Advisory Committee will allocate 10% of the total Employer
contribution for the Plan year to your separate account.

ALLOCATION OF FORFEITURES The Plan allocates participant forfeitures as if the
forfeitures were additional Employer contributions for the Plan year in which
the forfeiture occurs.

COMPENSATION The Plan defines compensation as the total compensation paid to the
employee for services rendered to the Employer, with the following
modifications:

exclude compensation treated as reimbursements or other expense allowances,
fringe benefits (cash and noncash), moving expenses, deferred compensation and
welfare benefits. With limited exceptions, the Plan includes an employee's
compensation only for the part of the Plan year in which he actually is a
participant.

CONDITIONS FOR ALLOCATION With limited exceptions, to be entitled to an
allocation of Employer contributions, you must complete 1,000 hours of service
during the Plan year and you must be employed by the Employer on the last day of
the Plan year.

The contribution allocations described in this Section 8 may vary
for certain employees if the Plan is top heavy. Generally, the


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<PAGE>   6
Plan is top heavy if more than 60% of the Plan's assets are allocated to the
accounts of key employees (certain owners and officers). If the Plan is top
heavy, any participant who is not a key employee and who is employed on the last
day of the Plan year, may not receive a contribution allocation which is less
that a certain minimum. Usually that minimum is 3%, but if the contribution
allocation for the Plan year is less than 3% for all the key employees, the top
heavy minimum is the smaller allocation rate. If you are a participant in the
Plan, your allocation described in this Section 8 in most cases will be equal to
or greater than the top heavy minimum contribution allocation. The Plan also may
vary the definition of the top heavy minimum contribution to take into account
another Plan maintained by the Employer.

The law limits the amount of "addition" (other than trust earnings) which the
Plan may allocate to your account under the Plan. Your additions may never
exceed 25% of your compensation for a particular Plan year, but may be less if
25% of your compensation exceeds a dollar amount announced by the Internal
Revenue Service each year. The Plan may need to reduce this limitation if you
participate (or have participated) in any other Plans maintained by the
Employer. The discussion of Plan allocations in this Section 8 is subject to
this limitation.

9. EMPLOYEE CONTRIBUTIONS The Plan does not permit nor require you to make
employee contributions to the trust fund. The only source of contributions under
the Plan is the annual Employer contribution.

10. VESTING IN EMPLOYER CONTRIBUTIONS Your interest in the contributions the
Employer makes to the Plan for your benefit becomes 100% vested when you attain
normal retirement age (as defined in Section 11). Prior to normal retirement
age, your interest in the contributions the Employer makes on your behalf become
vested in accordance with the following schedule:



                                    NON TOP HEAVY SCHEDULE


<TABLE>
<CAPTION>
Years of Service                   Percent of Nonforfeitable Interest
<S>                     <C>
Less than 1             0%
1                       0%
2                       20%
3                       40%
4                       60%
5                       80%
6 or more               100%
</TABLE>


                               TOP HEAVY SCHEDULE



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<PAGE>   7

<TABLE>
<CAPTION>
Years of Service                   Percent of Nonforfeitable Interest
<S>                    <C>
Less than 1             0%
1                       0%
2                       20%
3                       40%
4                       60%
5                       80%
6 or more               100%
</TABLE>


SPECIAL VESTING RULE FOR DEATH OR DISABILITY If you die or become disabled while
still employed by the Employer, your entire Plan interest becomes 100% vested,
even if you otherwise would have a vested interest less that 100%.

The top heavy schedule shown above will apply in the Plan year for which the
Plan first is top heavy and then in all subsequent Plan years.

YEARS OF SERVICE To determine your percentage under a vesting schedule, a year
of service means a 12-month vesting service period in which you complete at
least 1,000 hours of service. The Plan measures the vesting service period as
the Plan year. If you complete at least 1,000 hours of service during a Plan
year, you will receive credit for a year of service even though you are not
employed by the Employer on the last day of that Plan year.

You will receive credit for years of service with the Employer prior to the time
the Employer established the Plan and for years of service prior to the time you
became a participant in the Plan.

The Plan provides two methods of vesting forfeiture which may apply before a
participant becomes 100% vested in his entire interest under the Plan. The
primary method of vesting forfeiture is the "forfeiture break in service" rule.
The secondary method of forfeiture is the "cash out" rule. Also see Section 15
relating to loss or denial of benefits.

FORFEITURE BREAK IN SERVICE RULE Termination of employment alone will not result
in forfeiture under the Plan unless you do not return to employment with the
Employer before incurring a forfeiture break in service. A forfeiture break in
service is a period of 5 consecutive vesting service periods in which you do not
work more than 500 hours in each vesting service period comprising the 5 year
period.

EXAMPLE Assume you are 60% vested in your account balance. After working 400
hours during a particular vesting service period, you terminate employment and
perform no further service for the Employer during the next 4 vesting service
periods. Under this example, you would have a forfeiture break in service during
the fourth vesting service period following the vesting service


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<PAGE>   8
period in which you terminated employment because you did not work more than 500
hours during each vesting service period of 5 consecutive vesting service
periods. Consequently, you would forfeit the 40% non-vested portion of your
account. If you had returned to employment with the Employer at any time during
the 5 consecutive vesting service periods and worked more than 500 hours during
any vesting service period within that 5-year period, you would not incur a
forfeiture under the forfeiture break in service rule.

CASH OUT RULE The cash out rule applies if you terminate employment and receive
a total distribution of the vested portion of your account balance before you
incur a forfeiture break in service. For example, assume you terminated
employment during a particular vesting service period after completing 800 hours
of service. Assume further the total value of your account balance is $6,000 in
which you have a 60% vested interest. Before you incur a "forfeiture break in
service," you receive a distribution of the $3,600 vested portion ($6,000 X 60%)
of your account balance. Upon payment of the $3,600 vested portion of your
account balance, you would forfeit the $2,400 nonvested portion. If you return
to employment before you incur a forfeiture break in service, you may have the
Plan restore your "cash out" forfeiture by repaying the amount of the
distribution you received attributable to Employer contributions. This repayment
right applies only if you do not incur a "forfeiture break in service." You must
make this repayment no later than the date 5 years after you return to
employment with the Employer. Upon your reemployment with the Employer, you may
request the Advisory Committee to provide you a full exPlanation of your rights
regarding this repayment option. If the vested portion of your account balance
does not exceed $3,500, the Plan will distribute that vested portion to you in a
lump sum, without your consent. This involuntary cash-out distribution will
result in the forfeiture of your nonvested account balance, in the same manner
as an employee who voluntarily elects a cash-out distribution. Also, upon
reemployment you would have the same repayment option as an employee who elected
a cash-out distribution, if you return to employment before incurring a
"forfeiture break in service."

If you are 0% vested in your entire interest in the Plan, the Plan will treat
you as having received a cash-lout distribution of $0. This distribution results
in a forfeiture of your entire Plan interest. Normally, this forfeiture occurs
on the date you terminate employment with the Employer. However, if you are
entitled to an allocation of Employer contributions for the Plan year in which
you terminate employment with the Employer, this forfeiture occurs as of the
first day of the next Plan year. If you return to employment before you incur a
forfeiture break in service, the Plan will restore this forfeiture, as if you
repaid a cash-out distribution.


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<PAGE>   9
11. PAYMENT OF BENEFITS AFTER TERMINATION OF EMPLOYMENT After you terminate
employment with the Employer, the time at which the Plan will commence
distribution to you and the form of that distribution depends on whether your
vested account balance exceeds $3,500. If you receive a distribution from the
Plan before you attain age 59 1/2, the law imposes a 10% penalty on the amount
of the distribution you receive to the extent you must include the distribution
in your gross income, unless you qualify for an exception from this penalty. You
should consult a tax advisor regarding this 10% penalty. This summary makes
references to your normal retirement age. Normal retirement age under this Plan
is the later of the date you attain age 65 or the 5th anniversary of the first
day of the Plan year in which you became a participant in the Plan.

If your vested account balance does not exceed $3,500, the Plan will distribute
that portion to you, in a lump sum, on the earliest administratively feasible
date after you terminate employment with the Employer, or as soon as
administratively practicable following that date. If you already have attained
normal retirement age when you terminate employment, the Plan must make this
distribution no later than the 60th day following the close of the Plan year in
which your employment terminates, even if the normal distribution date would
occur later. The Plan does not permit you to receive distribution in any form
other than a lump sum if your vested account balance does not exceed $3,500.

If your vested account balance exceeds $3,500, the Plan will commence
distribution to you at the time you elect to commence distribution. The Plan
permits you to elect distribution:

as of any distribution date following your termination of
employment with the Employer.

A distribution date under the Plan means the first day of each month of the Plan
year. You may not actually receive distribution on the distribution date you
elect. The Plan provides the trustee an administratively reasonable time
following a particular distribution date to make actual distribution to a
participant.

No later than 30 days prior to your earliest possible distribution date, the
Advisory Committee will provide you a notice explaining your right to elect
distribution from the Plan and the forms necessary to make your election. If you
do not make a distribution election, the Plan will commence distribution to you
on the 60th day following the close of the Plan year in which the latest of
three events occurs: 1. Your attainment of normal retirement age; 2. Your
attainment of age 62, or 3. Your termination of employment with the Employer. To
determine whether your vested account balance exceeds $3,500, the Plan normally


                                      -86-


<PAGE>   10
looks to the last valuation of your account prior to the scheduled distribution
date.

With limited exceptions, you may not commence distribution of your vested
account balance later that April 1 of the calendar year following the calendar
year in which you attain age 70 1/2, even if you have not terminated employment
with the Employer. This required distribution date overrides any contrary
distribution date described in this summary. If the Employer terminates the Plan
before you receive complete distribution of your vested benefits, the Plan might
make distribution to you before you otherwise would elect distribution. Upon
Plan termination, if your vested account balance exceeds $3,5000, you will
receive an exPlanation of your distribution rights.

For purposes of making a distribution of any portion of your vested account
balance, the Plan refers to the latest valuation of your account balance. The
Plan requires valuation of the trust fund, and adjustment of participant's
accounts, as of the last day of each Plan year. The Advisory Committee also may
require a valuation on any other date. You will not receive any adjustment to
your account balance for trust fund earnings after the latest valuation date. In
general, the Plan allocates trust fund earnings, gains or losses for a valuation
period on the basis of each participant's opening account balance at the
beginning of the valuation period, less any distributions and charges to each
participant's account during the valuation period.

Forms of Benefit Payment If your vested account balance exceeds $3,500, the Plan
permits you to elect distribution under any one of the following methods:

a. Lump sum.

b. Part lump sum and part installments, as described in c.

c. Installment payments (annually, quarterly or monthly) over a specified period
of time, not exceeding your life expectancy or the joint life expectancy of you
and your designated beneficiary.

d. A joint and survivor annuity.

Under an installment distribution, the Advisory Committee may direct to have the
Plan segregate the amount owed to you in a separate account apart from other
trust fund assets. Your separate account will continue to draw interest during
the period the Plan is making retirement payments to you. If the Plan does not
segregate the amount owed to you in a separate account, your retirement account
will remain a part of the trust fund and continue to share in trust fund
earnings, gains or losses.


                                      -87-


<PAGE>   11
A joint and survivor annuity means you would receive an annuity for your life
and, upon your death, your surviving spouse would receive an annuity for his or
her life in an amount equal to 50% of your life annuity. For example, if, under
the joint and survivor annuity, a participant was receiving (or would have
received) a monthly pension of $400 at the time of his death, the surviving
spouse would receive a monthly pension of $200 upon the participant's death for
the remainder of his or her life. If you are not married at the time benefit
payments commence, the joint and survivor annuity simply is a life annuity,
meaning you receive an annuity for your life and payments end upon your death.

To provide the joint and survivor annuity, the trustee would use your vested
account balance to purchase that type of annuity contract from an insurance
company. The exact monthly annuity payable to you would depend upon the amount
of the account balance and the insurance company's annuity rates at the time of
the purchase. No later than 30 days prior to your earliest distribution date,
the Advisory Committee will provide you a written notice explaining the joint
and survivor annuity, your waiver rights and the spousal consent requirements.
The Advisory Committee will provide you an appropriate form to receive your
benefits in the form of a joint and survivor annuity, or to elect not to receive
your benefits in that form. The form the Advisory Committee will provide you
with will explain the economic effect of taking your benefits in the form of a
joint and survivor annuity. The Plan must make any distribution described in
Sections 11, 12, and 13 in the form of the joint and survivor annuity if the
participant's account balance exceeds $3,500, unless the participant properly
elects a different form of payment. If you are married, your spouse must consent
in writing to any election not to take a joint and survivor annuity form of
payment.

The benefit payment rules described in Sections 11 through 14 reflect the
current Plan provisions. If an Employer amends its Plan to change benefit
payment options, some options may continue for those participants or
beneficiaries who have account balances at the time of the change. If an
eliminated option continues to apply to you, the information you receive from
the Advisory Committee at the time you are first eligible for distribution from
the Plan will include an exPlanation of that option.

12. PAYMENT OF BENEFITS PRIOR TO TERMINATION OF EMPLOYMENT Prior to your
termination of employment with the Employer, you may elect to withdraw all or
any portion of your vested account balance:

if you continue to work for the Employer after attaining normal
retirement age.


                                      -88-


<PAGE>   12
The Advisory Committee will provide you a withdrawal election form. Other than
the withdrawal right described in this Section 12 and the post-age 70 1/2
distribution requirement described in Section 11, the Plan does not permit you
to receive payment of any portion of your account balance for any other reason,
unless you terminate employment with the Employer.

13. DISABILITY BENEFITS If you terminate employment because of disability, the
Plan will pay your vested account balance to you in lump sum at the same time as
it would pay your vested account balance for any other termination of
employment. However, if your vested account balance exceeds $3,500, the
disability distribution rules are subject to any election requirements described
in Section 11. In general, disability under the Plan means because of a physical
or mental disability you are unable to perform the duties of your customary
position of employment for an indefinite period which, in the opinion of the
Advisory Committee, will be of long continued duration. The Advisory Committee
also considers you disabled if you terminate employment because of a permanent
loss or loss of use of a member or function of your body or a permanent
disfigurement. The Advisory Committee may require a physical examination in
order to confirm the disability.

14. PAYMENT OF BENEFITS UPON DEATH If you die prior to receiving all of your
benefits under the Plan, the Plan will pay the balance of your account to your
beneficiary. If the Employer permits the trustee to purchase life insurance on
your life with a portion of your account balance, your account balance also will
receive any life insurance proceeds payable by reason of your death.

If your death occurs before you commence distribution of your vested account
balance, the Plan will pay a preretirement survivor annuity to your surviving
spouse, unless you waive this annuity benefit, with your spouse's consent, or
unless you and your spouse are not married for the one year period ending on
your date of death. A preretirement survivor annuity means your surviving spouse
would receive an annuity for life. To provide the preretirement survivor
annuity, the trustee would use 50% of your vested account balance to purchase
that type of annuity contract from an insurance company. The exact monthly
annuity payable to your surviving spouse would depend upon the amount of your
account balance, and the insurance company's annuity rates at the time of the
purchase. The Advisory Committee will provide you an appropriate form to elect
to have the Plan pay a preretirement survivor annuity or to elect not to have
the Plan pay that annuity. The form the Advisory Committee will provide you will
explain the economic effect of taking death benefits in the form of a
preretirement survivor annuity. If your death occurs after you commence
distribution under the Plan, this preretirement survivor annuity coverage does
not apply, even if


                                      -89-


<PAGE>   13
you and your spouse had not waived that coverage, and your surviving spouse's
interest in your remaining account balance would be subject to the distribution
election described in Section 11.

After making a reduction for the portion of your vested account balance used to
purchase the preretirement survivor annuity benefit described in the preceding
paragraph, the Plan will pay your vested account balance remaining in the Plan
at the time of your death to your designated beneficiary. The Advisory Committee
will provide you with an appropriate form for naming a beneficiary. If you are
married, your spouse must consent to the designation of any nonspouse
beneficiary only if you have waived the preretirement survivor annuity coverage
described in the preceding paragraph. If your vested account balance payable to
your designated beneficiary does not exceed $3,500, the Plan will pay the
benefit, in a lump sum, to your designated beneficiary as soon as
administratively practicable after your death. If your vested account balance
payable to your designated beneficiary exceeds $3,500, the Plan will pay the
benefit to your designated beneficiary, in the form and at the time elected by
the beneficiary, unless, prior to your death, you specify the timing and form of
the beneficiary's distribution. The benefit payment election generally must
complete distribution of your vested account balance within five years of your
death, unless distribution commences within one year of your death to your
designated beneficiary or unless benefits had commenced prior to your death
under the mandatory post-age 70 1/2 distribution requirements described in
Section 11.

15. DISQUALIFICATION OF PARTICIPANT STATUS - LOSS OR DENIAL OF BENEFITS There
are no specific Plan provisions which disqualify you as a participant or which
cause you to lose Plan benefits, except as provided in Sections 7 and 10.
However, if you become disabled and do not receive compensation from the
Employer, you will not receive an allocation of the Employer's contribution to
the Plan during the period of disability. In addition, if your Plan benefits
become payable after termination of employment and the Advisory Committee is
unable to locate you at your last address of record, you may forfeit your
benefits under the Plan. Therefore, it is very important that you keep the
Employer apprised of your mailing address even after you have terminated
employment. Finally, if the Employer terminates the Plan, which it has the right
to do, you would receive benefits under the Plan based on your account balance
accumulated to the date of the termination of the Plan. Termination of the Plan
could occur before you attain normal retirement age. If the Employer terminates
the Plan, your account will become 100% vested, if not already 100% vested,
unless you forfeited the nonvested portion prior to the termination date.


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<PAGE>   14
The fact that the Employer has established this Plan does not confer any right
to future employment with the Employer. Furthermore, you may not assign your
interest in the Plan to another person or use your Plan interest as collateral
for a loan from a commercial lender.

16. CLAIMS PROCEDURE You need not file a formal claim with the Advisory
Committee in order to receive your benefits under the Plan. When an event occurs
which entitles you to a distribution of your benefits under the Plan, the
Advisory Committee automatically will notify you regarding your distribution
rights. However, if you disagree with the Advisory Committee's determination of
the amount of your benefits under the Plan or with respect to any other decision
the Advisory Committee may make regarding your interest in the Plan, the Plan
contains the appeal procedure you should follow. In brief, if the Advisory
Committee of the Plan determines it should deny benefits to you, the Plan
Administrator will give you written notice of the specific reasons for the
denial. The notice will refer you to the pertinent provisions of the Plan
supporting the Advisory Committee's decision. If you disagree with the Advisory
Committee, you, or a duly authorized representative, must appeal the adverse
determination in writing to the Advisory Committee within 75 days after the
receipt of the notice of denial of benefits. If you fail to appeal a denial
within the 75-day period, the Advisory Committee's determination will be final
and binding.

If you appeal to the Advisory Committee, you, or your duly authorized
representative, must submit the issues and comments you feel are pertinent to
permit the Advisory Committee to reexamine all facts and make a final
determination with respect to the denial. The Advisory Committee, in most cases,
will make a decision within 60 days of a request on appeal unless special
circumstances would make the rendering of a decision within the 60-day period
unfeasible. In any event, the Advisory Committee must render a decision within
120 days after its receipt of a request for review. The same procedures apply
if, after your death, your beneficiary makes a claim for benefits under the
Plan.

17. RETIRED PARTICIPANT, SEPARATED PARTICIPANT WITH VESTED BENEFIT, BENEFICIARY
RECEIVING BENEFITS If you are a retired participant or beneficiary receiving
benefits, the benefits you presently are receiving will continue in the same
amount and for the same period provided in the mode of settlement selected at
retirement. If you are a separated participant with a vested benefit, you may
obtain a statement of the dollar amount of your vested benefit upon request to
the Plan Administrator. There is no Plan provision which reduces, changes,
terminates, forfeits, or suspends the benefits of a retired participant, a
beneficiary


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<PAGE>   15
receiving benefits or a separated participant's vested benefit amount, except as
provided in Section 15.

18. PARTICIPANT'S RIGHTS UNDER ERISA As a participant in this Plan, you are
entitled to certain rights and protections under the Employee Retirement Income
Security Act of 1974 (ERISA). ERISA provides that all Plan participants are
entitled to:

a. Examine, without charge, at the Plan Administrator's office and at other
specified locations (such as work sites), all Plan documents, including
insurance contracts and copies of all documents filed by the Plan with the U.S.
Department of Labor, such as detailed annual reports and Plan descriptions.

b. Obtain copies of all Plan documents and other Plan information upon written
request to the Plan Administrator. The Plan Administrator may make a reasonable
charge for the copies.

c. Receive a summary of the Plan's annual financial report. ERISA requires the
Plan Administrator to furnish each participant with a copy of this summary
annual report.

d. Obtain a statement telling you that you have a right to receive a retirement
benefit at the normal retirement age under the Plan and what your benefit could
be at normal retirement age if you stop working under the Plan now. If you do
not have a right to a retirement benefit, the statement will advise you of the
number of additional years you must work to receive a retirement benefit. You
must request this statement in writing. The law does not require the Plan
Administrator to give this statement more than once a year. The Plan must
provide the statement free of charge.

In addition to creating rights for Plan participants, ERISA imposes duties upon
the people who are responsible for the operation of the employee benefit Plan.
The people who operate this Plan, called "fiduciaries" of the Plan, have a duty
to do so prudently and in the interest of you and other Plan participants and
beneficiaries. No one, including your Employer, your union or any other person
may fire you or otherwise discriminate against you in any way to prevent you
from obtaining a retirement benefit or from exercising your rights under ERISA.

If your claim for a retirement benefit is denied in whole or in part, you must
receive a written exPlanation of the reason for the denial. You have the right
to have the Plan review and reconsider your claim.

Under ERISA, there are steps you can take to enforce the above rights. For
instance, if you request materials from the Plan and do not receive the
materials within 30 days, you may file suit in a Federal court. In such a case,
the court may require the Plan


                                      -92-


<PAGE>   16
Administrator to provide the materials and pay you up to $100 a day until you
receive the materials, unless the materials were not sent because of reasons
beyond the control of the Plan Administrator. If you have a claim for benefits
which is denied or ignored, in whole or in part, you may file suit in a state or
Federal court. If it should happen that Plan fiduciaries misuse the Plan's
money, or if you are discriminated against for asserting your rights, you may
seek assistance from the U.S. Department of Labor, or you may file suit in a
Federal court. The court will decide who should pay court costs and legal fees.
If you are successful, the court may order the person you have sued to pay these
costs and fees. If you lose, the court may order to pay these costs and fees,
for example, if it finds your claim is frivolous.

If you have any questions about your Plan, you should contact the Plan
Administrator. If you have any questions about this statement or about your
rights under ERISA, you should contact the nearest area office of the U.S.
Labor-Management Services Administration, Department of Labor.

19. FEDERAL INCOME TAXATION OF BENEFITS PAID Existing federal income tax laws do
not require you to report as income the portion of the annual Employer
contribution allocated to your account. However, when the Plan later distributes
your account balance to you, such as upon your retirement, you must report as
income the Plan distributions you receive. The federal tax laws may permit you
to report a Plan distribution under a special averaging provision. Also, it may
be possible for you to defer federal income taxation of a distribution by making
a "rollover" contribution to your own rollover individual retirement account.

Mandatory income tax withholding rules apply to some distributions you do not
rollover directly to an individual retirement account or to another Plan. At the
time you receive a distribution, you also will receive a notice discussing
withholding requirement and the options available to you. We emphasize you
should consult your own tax adviser with respect to the proper method of
reporting any distribution you receive from the Plan.

20. PARTICIPANT LOANS This Plan permits the Advisory Committee to adopt a policy
under which the Plan may make loans to participants and beneficiaries. A copy of
the loan policy adopted by the Advisory Committee is attached to this summary
Plan description as Exhibit A.

Acknowledgment of Receipt of Summary Plan Description of the
Thanksgiving Coffee Company, Inc. Profit Sharing Plan and Trust


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<PAGE>   17
I hereby acknowledge receipt of a copy of the Summary Plan Description ("SPD")
on the above Plan. I received a copy of the SPD on the date indicated below.

Dated:

Participant's Name - Printed

Signature of Participant





Participant Loan Policy
(Addendum to the Summary Plan Description)

The Advisory Committee of the Thanksgiving Coffee Company, Inc. Profit Sharing
Plan and Trust ("Plan") adopts the following loan policy pursuant to the terms
of the Plan. As a participant or beneficiary under the Plan, you may receive a
loan only as permitted by this loan policy.

1. LOAN APPLICATION Any Plan participant may apply for a loan from the Plan.
EXCEPT participants who own greater than 10% of an unincorporated business OR
participants who own greater than 5% of an S-corporation. For purposes of this
loan policy, the term "participant" means any participant or beneficiary with
respect to the Plan. A participant must apply for each loan in writing with an
application which specifies the amount of the loan desired, the requested
duration for the loan and the source of security for the loan. The Advisory
Committee will not approve any loan if a participant is not credit worthy. In
order to be credit worthy, the participant must have established in his or her
community, a reputation which would entitle him or her to a similar loan from a
commercial or business lender. In applying for the loan from the Plan, each
participant must give full authority to investigate his or her credit
worthiness.

2. LIMITATION ON LOAN AMOUNT/PURPOSE OF LOAN The Advisory Committee will not
approve any loan to a participant in an amount which exceeds 50% of his or her
nonforfeitable accrued benefit (account balance), as reflected by the books and
records of the Plan. The maximum aggregate dollar amount of loans outstanding to


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<PAGE>   18
any participant may not exceed $50,000 as aggregated with all participant loans
from other Employer qualified Plans, reduced by the excess of the participant's
highest outstanding participant loan balance during the 12-month period ending
on the date of the loan over the participant's current outstanding participant
loan balance on the date of the loan. A participant may not request a loan for
less that $1,000.

 A participant loan may be for the purpose of one or any combination of the
following reasons: 1. the purchase, construction or improvement of a residence
or other real estate; 2. the purchase of a vehicle (including an automobile,
van, truck, or recreational vehicle); 3. tuition and other educational expenses;
4. medical and dental expenses; 5. funeral expenses of a family member; 6. to
consolidate or retire other loans or credit card balances; or 7. for any other
financial need deemed by the Advisory Committee as being of a significant
importance to merit a participant loan.

3. EVIDENCE AND TERMS OF LOAN The Advisory Committee will document every loan in
the form of a promissory note signed by the participant for the face amount of
the loan, together with a commercially reasonable rate of interest. The Advisory
Committee will determine the appropriate interest rate by obtaining at least one
quote from a financial institution, as chosen by the Advisory Committee, that is
in the business of lending money. The interest rate quote(s) must take into
account the term of the loan, the security on that loan, the credit worthiness
of the participant, whether the interest rate is adjustable during the term of
the loan, and the intended use of the loan proceeds, if known, and must reflect
a commercially reasonable rate for the geographic region in which the
participant lives. If participants in the Plan live in different geographic
regions, the Advisory Committee may establish a uniform commercially reasonable
interest rate applicable to all regions based on information obtained from at
least one region in which participants live. The Advisory Committee must
reevaluate interest rates for loans made more than one month since the last loan
made by the Plan.

A loan my provide a fixed rate of interest or an adjustable rate of interest, as
negotiated between the Advisory Committee and the participants. The Advisory
Committee will determine whether the interest rate is commercially reasonable at
the time it approves the loan and, in the case of an adjustable rate loan, at
the time of each scheduled adjustment. The loan must provide at least quarterly
payments under a level amortization schedule.

The loan may permit a suspension of payments for a period not exceeding one year
which occurs during an approved leave of absence. The Advisory Committee will
fix the term for repayment of any loan, however, in no instance may the term of
repayment be greater than five years, unless the loan qualifies as a home


                                      -95-


<PAGE>   19
loan. The Advisory Committee may fix the term for repayment of a home loan for a
period not to exceed fifteen (15) years. A "home loan" is a loan used to acquire
a dwelling unit which, within a reasonable time, the participant will use as a
principal residence.

Participants should note the law treats the amount of any loan (other than a
home loan) not repaid five years after the date of the loan as a taxable
distribution on the last day of the five year period or, if sooner, at the time
the loan is in default. If a participant extends a non-home loan having a five
year or less repayment term beyond five years, the balance of the loan at the
time of the extension is a taxable distribution to the participant.

4. SECURITY FOR LOAN A participant must secure each loan with an irrevocable
pledge and assignment of 50% of the nonforfeitable amount of the borrowing
participant's accrued benefit under the Plan or other security (e.g., principal
residence) the Advisory Committee may request the borrowing participant to
secure each loan with additional collateral acceptable to the Advisory Committee
or to substitute collateral given for the loan. The Advisory Committee may
require greater security for a participant loan from a participant not employed
by the Employer at the date of the loan.

5. FOR OF PLEDGE If the participant secures the loan wholly or partly with 50%
of his or her vested accrued benefit, the pledge and assignment of the portion
of his or her accrued benefit will be in the form attached to this Loan Policy.

6. Default/Risk of Loss The Advisory Committee will treat this loan in default
if:

a. Any scheduled payment remains unpaid more than 90 days.

b. The making or furnishing of any representation or statement to the Plan by or
on behalf of the participant which proves to have been false in any material
respect when made or furnished;

c. loss, theft, damage, destruction, sale or encumbrance to or of
any of the collateral, or the making of any levy seizure or
attachment thereof or thereon;

d. death, dissolution, insolvency, business failure, appointment of receiver of
any part of the property of, assignment for the benefit of creditors by, or the
commencement of any proceeding under any bankruptcy or insolvency laws of, by or
against the participant.

The participant will have the opportunity to repay the loan, resume current
status of the loan by paying any missed payment


                                      -96-


<PAGE>   20
plus interest, or if distribution is available under the Plan, request
distribution of the notes. If the loan remains in default, the Advisory
Committee has the option of foreclosing on any other security it holds or, to
the extent a distribution to the participant is permissible under the Plan,
offset the participant's vested account balance by the outstanding balance of
the loan. The Advisory Committee will treat the note as repaid to the extent of
any permissible offset. Pending final disposition of the note, the participant
remains obligated for any unpaid principal and accrued interest.

The Plan intends this loan program not to place other participants at risk with
respect to their interests in the Plan. In this regard, the Advisory Committee
may administer any participant loan as a participant directed investment of that
portion of the participant's vested account balance equal to the outstanding
principal balance of the loan. If the Advisory Committee chooses to treat the
participant loan as a participant directed investment, the Plan will credit that
portion of the participant's account with the interest earned on the note and
with principal payments received by the participant. The Plan may also charge
that portion of the participant's account balance with expenses directly related
to the organization, maintenance and collection of the note. Should the Advisory
Committee decide to treat the participant loan as an investment of the overall
Plan, then interest earned will be treated in the same manner as other
investment earnings.



It is the intention of the Advisory Committee to operate this Participant Loan
Policy in strict accordance with Department of Labor regulations.

Dated this 30 day of March, 1995.

Advisory Committee

/s/Joan Katzeff
-------------------------------
Joan Katzeff

/s/Paul Katzeff
-------------------------------
Paul Katzeff


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